Common use of Structure of the Acquisition Clause in Contracts

Structure of the Acquisition. It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe to become the holder of the entire issued and to be issued ordinary share capital of Logica. This is to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement. The Scheme requires the approval of Scheme Shareholders at the Court Meeting. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders. Implementation of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court to the Registrar of Companies. Upon the Scheme becoming effective: • it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended whether or not they voted in favour); and • share certificates in respect of Logica Shares will cease to be valid and entitlements to Logica Shares held within the CREST system will be cancelled. Further details of the Scheme, including an indicative timetable for the Acquisition, will be set out in the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, as soon as practicable and, in any event, within 28 days of the date of this announcement. CGI Europe reserves the right, subject to Panel consent, to elect to implement the Acquisition by way of a Takeover Offer on terms more fully described in paragraph 19 below.

Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Meggitt and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The procedure involves, among other things, an application by Meggitt to the Court to sanction the Scheme, by which Scheme is an arrangement between Logica and Shares held by Scheme Shareholders will be transferred to Xxxxxx in consideration for which the Scheme Shareholders and is subject to will receive cash on the approval of the Courtbasis described in paragraph 2 above. The purpose of the Scheme is to provide for CGI Europe Xxxxxx to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaMeggitt. This The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcementthe Scheme Document. The In particular, the Scheme requires will only become effective if, among other things, the approval of Scheme Shareholders at following events occur on or before the Court Meeting. The Long-Stop Date: • a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of the Scheme Shares held by such those Scheme ShareholdersShareholders (or the relevant class or classes thereof); • the Resolutions are passed by the requisite majority of Meggitt Shareholders at the General Meeting (which will require the approval of Meggitt Shareholders representing at least 75 per cent. Implementation of the votes cast at the General Meeting either in person or by proxy); • certain antitrust and foreign investment approvals and clearances are obtained as detailed in Appendix 1 to this announcement; • the Scheme is sanctioned by the Court (with or without modification, on terms agreed by Xxxxxx and Meggitt); and • an office copy of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order is delivered to the Registrar of Companies. Any Xxxxxxx Xxxxxx issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Xxxxxxx Xxxxxx issued or transferred after the Scheme Record Time (other than to Xxxxxx and/or its nominees) to be automatically transferred to Xxxxxx (and, where applicable, for consideration to be paid to the transferee or the original recipient of the Meggitt Shares so transferred or issued) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Xxxxxx and its nominees) holding Xxxxxxx Xxxxxx after the Effective Date. Upon the Scheme becoming effective: • (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Shares Xxxxxxx Xxxxxx will cease to be valid and entitlements to Logica Meggitt Shares held within the CREST system will be cancelled. Further The consideration for the transfer of Scheme Shares to Xxxxxx will be dispatched to Scheme Shareholders no later than 14 days after the Effective Date. If any Condition in paragraph 2 of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Xxxxxx shall make an announcement through a Regulatory Information Service as soon as practicable and in any event by no later than 8.00 a.m. (London time) on the business day following the date so specified, stating whether Xxxxxx has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Meggitt, specified a new date by which that Condition must be satisfied (with the Panel’s consent and as the Court may approve (if such consent(s) or approval(s) is/are required)). If the Scheme does not become effective on or before the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel requires an extension to the Long-Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be set out in taken by Meggitt Shareholders. It is expected that the Scheme Document, which is expected together with the Forms of Proxy, will be sent to be despatched to Logica Meggitt Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share SchemesXxxxxxx Xxxxx Xxxxxxx, as soon as practicable and, and in any event, event within 28 days of the date of this announcement. CGI Europe reserves the rightThe Acquisition is expected to complete during Q3 of 2022, subject to Panel consent, to elect to implement the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of principal events will be included in the Scheme Document. The Acquisition by way is conditional on a number of a Takeover Offer on terms more fully described antitrust and regulatory approvals and Xxxxxx will make further announcements in paragraph 19 belowrespect of such approvals as appropriate.

Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Aggreko and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe Bidco to become the holder owner of the entire issued issued, and to be issued issued, ordinary share capital of LogicaAggreko. This is to Under the Scheme, the Acquisition will be achieved by the cancellation transfer of the Scheme Shares held by the Scheme Shareholders and to Bidco in consideration for which the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis described in paragraph 2 above. The procedure involves, among other things, a petition by Aggreko to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Schedule 1 to this Announcement and to the full terms and conditions to be set out in paragraph 2 the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as Bidco and Aggreko may, with the consent of this announcement. The Scheme requires the approval of Scheme Shareholders at Panel, agree and, if required, the Court Meeting. The may approve):  a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof);  the Resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Aggreko Shareholders at the General Meeting (which will require the approval of Aggreko Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy);  following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and Aggreko); and  following such Scheme Shareholders. Implementation sanction, an office copy of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Aggreko Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Aggreko Shares will cease to be valid and entitlements to Logica Aggreko Shares held within the CREST system will be cancelled. Further Any Aggreko Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Aggreko Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding Aggreko Shares after the Effective Date. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Aggreko Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be set out published within 28 days of this Announcement (unless the Panel agrees otherwise). Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the summer of 2021. An expected timetable of events will be included in the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, as soon as practicable and, in any event, within 28 days of the date of this announcement. CGI Europe reserves the right, subject to Panel consent, to elect to implement the Acquisition by way of a Takeover Offer on terms more fully described in paragraph 19 below.

Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means of a Court-sanctioned scheme of arrangement between Ted Baker and the Scheme Shareholders under Part 26 of the 2006 Companies Act. Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement. The Scheme is an arrangement between Logica Ted Baker and the Scheme Shareholders and is subject to Shareholders. Under the approval of Scheme, the Court. The purpose of the Scheme is to provide for CGI Europe to become the holder of the entire issued and to be issued ordinary share capital of Logica. This Acquisition is to be achieved by the cancellation transfer of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation to Bidco in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of consideration for which Scheme Shareholders will receive the cash consideration on the basis set out in paragraph 2 of this announcementabove. The Scheme requires the approval of Scheme Shareholders at procedure involves, among other things, a petition by Ted Baker to the Court Meetingto sanction the Scheme. The resolution to approve purpose of the Scheme at is to enable Bidco to acquire the entire issued and to be issued share capital of Ted Baker. The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before the Longstop Date (or such later date as Bidco and Ted Baker may, with the consent of the Panel, agree and, if required, the Court Meeting must be may approve): • the Scheme is approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders. Implementation Shareholders (or each of the Scheme will also require relevant classes thereof, if applicable) present and voting and entitled to vote, either in person or by proxy, at the passing of Court Meeting (and at any separate class meeting which may be required or any adjournment thereof); • the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval Resolutions are duly passed by the requisite majority or majorities of Ted Baker Shareholders at the General Meeting, which will be held immediately after ; • following the Court Meeting and General Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved is sanctioned by the Court without modification (or with modification on terms agreed in writing by Bidco and Ted Baker); and • following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Ted Baker Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or and/or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Ted Baker Shares will cease to be valid and entitlements to Logica Ted Baker Shares held within the CREST system will be cancelled. Further Any Ted Baker Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Ted Baker Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding shares in the capital of Ted Baker after the Effective Date. If the Scheme does not become Effective on or before the Longstop Date, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, Acquisition and will specify the actions to be set out in taken by Scheme Shareholders. It is expected that the Scheme Document, which is expected together with the Forms of Proxy, will be sent to be despatched to Logica Ted Baker Shareholders and, for information only, to persons with information rights and to holders of options and awards granted under the Logica Ted Baker Share Schemes, Plans as soon as practicable and, in any event, within 28 days of the date of this announcementannouncement (or such later date as may be agreed between Bidco and Ted Baker with the consent of the Panel). CGI Europe reserves the rightSubject, subject to Panel consentamongst other things, to elect to implement the Acquisition by way satisfaction or waiver of a Takeover Offer on terms more fully described in paragraph 19 belowthe Conditions, it is expected that the Scheme will become Effective during the fourth quarter of 2022.

Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means of a Courtcourt-sanctioned scheme of arrangement of Intu under Part 26 of the 2006 Companies Act. The Scheme It is an arrangement between Logica and expected that the Scheme Document will be posted to Intu Shareholders and is subject during or prior to April 2018. For the purposes of paragraph 3(a) of Appendix 7 to the approval Code, and with the agreement of the CourtIntu Directors, the Panel has consented to this arrangement. The purpose of the Scheme is to provide for CGI Europe Hammerson to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaIntu. This is In order to be achieved by the cancellation of achieve this, the Scheme Shares held by Scheme Shareholders and will be transferred to Hammerson under the application of Scheme. In consideration for this transfer, the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration New Hammerson Shares on the basis set out in paragraph 2 above. The transfer to Hammerson of this announcementthe Scheme Shares will result in Intu becoming a wholly owned subsidiary of Hammerson. The Scheme requires approval by Intu Shareholders by the approval passing of Scheme Shareholders a resolution at the Court Meeting. The This resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders holders of Intu Shares present and voting (and entitled to vote)voting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Intu Shares held by such Scheme Shareholdersholders. Implementation of the Scheme will also require the passing of the resolutions In addition, a special resolution to approve deal with certain ancillary matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities must be passed at the Intu General Meeting, which will Meeting to be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the The Scheme must also be approved sanctioned by the Court. Any Intu Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme. The Scheme will then only become effective Effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court to the Registrar of Companies. Upon the Scheme becoming effective: • it will be binding on all Scheme Shareholders, irrespective Companies of whether or not they attended or voted at a copy of the Court Meeting or the General Meeting (Order. The Scheme will also be subject to certain Conditions and if they attended whether or not they voted certain further terms referred to in favour); Appendix 1 of this Announcement and • share certificates in respect of Logica Shares will cease to be valid and entitlements to Logica Shares held within the CREST system will be cancelled. Further details of the Scheme, including an indicative timetable for the Acquisition, will be set out in the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, as soon as practicable and, . The Conditions in any event, within 28 days of the date of this announcement. CGI Europe reserves the right, subject to Panel consent, to elect to implement Appendix 1 provide that the Acquisition by way of a Takeover Offer on terms more fully described in paragraph 19 below.will lapse if, amongst other things:

Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Atkins and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe SNC-Lavalin Bidco to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaAtkins. This is to Under the Scheme, the Acquisition will be achieved by the cancellation transfer of the Scheme Shares held by the Scheme Shareholders and to SNC-Lavalin Bidco in consideration for which the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis described in paragraph 2 above. The procedure involves, among other things, an application by Atkins to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in paragraph 2 the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 July 2017 (or such later date as SNC-Lavalin and Atkins may, with the consent of this announcement. The Scheme requires the approval of Scheme Shareholders at Panel, agree and, if required, the Court Meeting. The may approve): • a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of each class of the Scheme Shares held by such those Scheme Shareholders; • the resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Atkins Shareholders at the General Meeting (which will require the approval of Atkins Shareholders representing at least 75 per cent. Implementation of the votes cast at the General Meeting either in person or by proxy); • following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by SNC-Lavalin and Atkins); and • following such sanction, an office copy of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Atkins Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Atkins Shares will cease to be valid and entitlements to Logica Atkins Shares held within the CREST system will be cancelled. Further Any Atkins Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Atkins Shares issued after the Scheme Record Time (other than to SNC-Lavalin or SNC-Lavalin Bidco and/or their nominees) to be automatically transferred to SNC-Lavalin Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than SNC-Lavalin or SNC-Lavalin Bidco and their nominees) holding shares in the capital of Atkins after the Effective Date. If the Scheme does not become Effective on or before 31 July 2017 (or such later date as SNC- Lavalin and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be set out in taken by Atkins Shareholders. It is expected that the Scheme Document, which is expected to together with the Forms of Proxy, will be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, published as soon as practicable and, and in any event, within 28 days of this Announcement (unless the date of this announcementPanel agrees otherwise). CGI Europe reserves the rightSubject, subject to Panel consentamongst other things, to elect to implement the Acquisition by way satisfaction or waiver of a Takeover Offer on terms more fully described the Conditions, it is expected that the Scheme will become Effective in paragraph 19 belowthe third quarter of 2017. An expected timetable of events will be included in the Scheme Document.

Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Meggitt and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The procedure involves, among other things, an application by Meggitt to the Court to sanction the Scheme, by which Scheme is an arrangement between Logica and Shares held by Scheme Shareholders will be transferred to Xxxxxx in consideration for which the Scheme Shareholders and is subject to will receive cash on the approval of the Courtbasis described in paragraph 2 above. The purpose of the Scheme is to provide for CGI Europe Xxxxxx to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaMeggitt. This The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcementthe Scheme Document. The In particular, the Scheme requires will only become effective if, among other things, the approval of Scheme Shareholders at following events occur on or before the Court Meeting. The Long-Stop Date: • a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of the Scheme Shares held by such those Scheme ShareholdersShareholders (or the relevant class or classes thereof); • the Resolutions are passed by the requisite majority of Meggitt Shareholders at the General Meeting (which will require the approval of Meggitt Shareholders representing at least 75 per cent. Implementation of the votes cast at the General Meeting either in person or by proxy); • certain antitrust and foreign investment approvals and clearances are obtained as detailed in Appendix 1 to this announcement; • the Scheme is sanctioned by the Court (with or without modification, on terms agreed by Xxxxxx and Meggitt); and • an office copy of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order is delivered to the Registrar of Companies. Any Meggitt Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Meggitt Shares issued or transferred after the Scheme Record Time (other than to Xxxxxx and/or its nominees) to be automatically transferred to Xxxxxx (and, where applicable, for consideration to be paid to the transferee or the original recipient of the Meggitt Shares so transferred or issued) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Xxxxxx and its nominees) holding Meggitt Shares after the Effective Date. Upon the Scheme becoming effective: • (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Meggitt Shares will cease to be valid and entitlements to Logica Meggitt Shares held within the CREST system will be cancelled. Further The consideration for the transfer of Scheme Shares to Xxxxxx will be dispatched to Scheme Shareholders no later than 14 days after the Effective Date. If any Condition in paragraph 2 of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Xxxxxx shall make an announcement through a Regulatory Information Service as soon as practicable and in any event by no later than 8.00 a.m. (London time) on the business day following the date so specified, stating whether Xxxxxx has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Meggitt, specified a new date by which that Condition must be satisfied (with the Panel’s consent and as the Court may approve (if such consent(s) or approval(s) is/are required)). If the Scheme does not become effective on or before the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel requires an extension to the Long-Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be set out in taken by Meggitt Shareholders. It is expected that the Scheme Document, which is expected together with the Forms of Proxy, will be sent to be despatched to Logica Meggitt Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Meggitt Share Schemes, as soon as practicable and, and in any event, event within 28 days of the date of this announcement. CGI Europe reserves the rightThe Acquisition is expected to complete during Q3 of 2022, subject to Panel consent, to elect to implement the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of principal events will be included in the Scheme Document. The Acquisition by way is conditional on a number of a Takeover Offer on terms more fully described antitrust and regulatory approvals and Xxxxxx will make further announcements in paragraph 19 belowrespect of such approvals as appropriate.

Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Meggitt and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The procedure involves, among other things, an application by Meggitt to the Court to sanction the Scheme, by which Scheme is an arrangement between Logica and Shares held by Scheme Shareholders will be transferred to Xxxxxx in consideration for which the Scheme Shareholders and is subject to will receive cash on the approval of the Courtbasis described in paragraph 2 above. The purpose of the Scheme is to provide for CGI Europe Xxxxxx to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaMeggitt. This The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcementthe Scheme Document. The In particular, the Scheme requires will only become effective if, among other things, the approval of Scheme Shareholders at following events occur on or before the Court Meeting. The Long-Stop Date:  a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of the Scheme Shares held by such those Scheme ShareholdersShareholders (or the relevant class or classes thereof);  the Resolutions are passed by the requisite majority of Meggitt Shareholders at the General Meeting (which will require the approval of Meggitt Shareholders representing at least 75 per cent. Implementation of the votes cast at the General Meeting either in person or by proxy);  certain antitrust and foreign investment approvals and clearances are obtained as detailed in Appendix 1 to this announcement;  the Scheme is sanctioned by the Court (with or without modification, on terms agreed by Xxxxxx and Meggitt); and  an office copy of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order is delivered to the Registrar of Companies. Any Meggitt Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Meggitt Shares issued or transferred after the Scheme Record Time (other than to Xxxxxx and/or its nominees) to be automatically transferred to Xxxxxx (and, where applicable, for consideration to be paid to the transferee or the original recipient of the Meggitt Shares so transferred or issued) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Xxxxxx and its nominees) holding Meggitt Shares after the Effective Date. Upon the Scheme becoming effective: • (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Meggitt Shares will cease to be valid and entitlements to Logica Meggitt Shares held within the CREST system will be cancelled. Further The consideration for the transfer of Scheme Shares to Xxxxxx will be dispatched to Scheme Shareholders no later than 14 days after the Effective Date. If any Condition in paragraph 2 of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Xxxxxx shall make an announcement through a Regulatory Information Service as soon as practicable and in any event by no later than 8.00 a.m. (London time) on the business day following the date so specified, stating whether Xxxxxx has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Meggitt, specified a new date by which that Condition must be satisfied (with the Panel’s consent and as the Court may approve (if such consent(s) or approval(s) is/are required)). If the Scheme does not become effective on or before the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel requires an extension to the Long-Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be set out in taken by Meggitt Shareholders. It is expected that the Scheme Document, which is expected together with the Forms of Proxy, will be sent to be despatched to Logica Meggitt Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Meggitt Share Schemes, as soon as practicable and, and in any event, event within 28 days of the date of this announcement. CGI Europe reserves the rightThe Acquisition is expected to complete during Q3 of 2022, subject to Panel consent, to elect to implement the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of principal events will be included in the Scheme Document. The Acquisition by way is conditional on a number of a Takeover Offer on terms more fully described antitrust and regulatory approvals and Xxxxxx will make further announcements in paragraph 19 belowrespect of such approvals as appropriate.

Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between EIG and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe Bidco to become the holder owner of the entire issued issued, and to be issued ordinary issued, share capital of LogicaEIG. This is to Under the Scheme, the Acquisition will be achieved by the cancellation transfer of the Scheme Shares held by the Scheme Shareholders and to Bidco in consideration for which the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis described in paragraph 2 above. The procedure involves, among other things, an application by EIG to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in paragraph 2 the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long-stop Date (or such later date as Bidco and EIG may, with the consent of this announcement. The Scheme requires the approval of Scheme Shareholders at Panel, agree and, if required, the Court Meeting. The may approve):  a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of the Scheme Shares held by such those Scheme Shareholders. Implementation of ;  the resolution(s) necessary to implement the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval is/are passed by the requisite majorities majority of EIG Shareholders at the General Meeting (which will require the approval of EIG Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy);  following the Court Meeting and General Meeting, which will be held immediately after the Scheme is sanctioned by the Court Meeting(without modification, or with modification on terms agreed by Bidco and EIG); and  following such sanction, an office copy of the Court Order is delivered to the Registrar of Companies. Once the necessary approvals from Logica the Scheme Shareholders and the EIG Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, waived and the Scheme must be has been approved by the Court. The , the Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order to the Registrar of Companies. Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica EIG Shares will cease to be valid and entitlements to Logica EIG Shares held within the CREST system will be cancelled. Further Any EIG Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any EIG Shares issued after the Scheme Record Time (other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding shares in the capital of EIG after the Effective Date. If the Scheme does not become Effective on or before 11.59 p.m. on the Long-stop Date (or such later date as EIG and Bidco may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, Acquisition and will specify the necessary actions to be set out in taken by EIG Shareholders. It is expected that the Scheme Document, which is expected to together with the Forms of Proxy, will be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, published as soon as practicable and, and in any event, within 28 days of this Announcement (unless the date of this announcementPanel agrees otherwise). CGI Europe reserves the rightSubject, subject to Panel consentamongst other things, to elect to implement the Acquisition by way satisfaction or waiver of a Takeover Offer on terms more fully described the Conditions, it is expected that the Scheme will become Effective in paragraph 19 belowthe first quarter of 2020.